Exhibit (4)(e)
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of March 15, 2004, between UBS MONEY SERIES, a
Delaware business trust ("Trust"), and UBS GLOBAL ASSET MANAGEMENT (US) INC.
("UBS Global AM"), a Delaware corporation registered as a broker-dealer under
the Securities Exchange Act of 1934, as amended ("1934 Act"), and as an
investment adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company, and
offers for public sale distinct series of shares of beneficial interest
("Series"), each corresponding to a distinct portfolio; and
WHEREAS the Trust desires to retain UBS Global AM as investment adviser
and administrator to furnish certain administrative, investment advisory and
portfolio management services to the Trust with respect to its UBS Select
Treasury Fund (the "Fund"), and UBS Global AM is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints UBS Global AM as investment
adviser and administrator of the Trust with respect to the Fund for the period
and on the terms set forth in this Contract. UBS Global AM accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties as Investment Adviser.
(a) Subject to the supervision of the Board of Trustees of the Trust
("Board"), UBS Global AM will provide a continuous investment program for the
Fund, including investment research and management with respect to all
securities and investments and cash equivalents in the Fund. UBS Global AM will
determine from time to time what securities and other investments will be
purchased, retained or sold by the Fund.
(b) UBS Global AM agrees that in placing orders with brokers, it will
attempt to obtain the best net result in terms of price and execution; provided
that, on behalf of the Fund, UBS Global AM may, in its discretion, use brokers
who provide the Fund with research, analysis, advice and similar services to
execute portfolio transactions on behalf of the Fund, and UBS Global AM may pay
to those brokers in return for brokerage and research services a higher
commission than may be charged by other brokers, subject to UBS Global AM's
determining in good faith that such commission is reasonable in terms either of
the particular transaction or of the overall
responsibility of UBS Global AM to the Fund and its other clients and that the
total commissions paid by the Fund will be reasonable in relation to the
benefits to the Fund over the long term. In no instance will portfolio
securities be purchased from or sold to UBS Global AM, or any affiliated person
thereof, except in accordance with the federal securities laws and the rules and
regulations thereunder. Whenever UBS Global AM simultaneously places orders to
purchase or sell the same security on behalf of the Fund and one or more other
accounts advised by UBS Global AM, such orders will be allocated as to price and
amount among all such accounts in a manner believed to be equitable to each
account. The Trust recognizes that in some cases this procedure may adversely
affect the results obtained for the Fund.
(c) UBS Global AM will oversee the maintenance of all books and records
with respect to the securities transactions of the Fund, and will furnish the
Board with such periodic and special reports as the Board reasonably may
request. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
UBS Global AM hereby agrees that all records which it maintains for the Trust
are the property of the Trust, agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and
which are required to be maintained by Rule 31a-1 under the 1940 Act and further
agrees to surrender promptly to the Trust any records which it maintains for the
Trust upon request by the Trust.
(d) UBS Global AM will oversee the computation of the net asset value
and the net income of the Fund as described in the currently effective
registration statement of the Trust under the Securities Act of 1933, as
amended, and the 1940 Act and any supplements thereto ("Registration Statement")
or as more frequently requested by the Board.
(e) The Trust hereby authorizes UBS Global AM and any entity or person
associated with UBS Global AM which is a member of a national securities
exchange to effect any transaction on such exchange for the account of the Fund,
which transaction is permitted by Section 11(a) of the 1934 Act, and the Trust
hereby consents to the retention of compensation by UBS Global AM or any person
or entity associated with UBS Global AM.
3. Duties as Administrator. UBS Global AM will administer the affairs
of the Trust and the Fund subject to the supervision of the Board and the
following understandings:
(a) UBS Global AM will supervise all aspects of the operations of the
Trust and the Fund, including oversight of transfer agency, custodial and
accounting services, except as hereinafter set forth; provided, however, that
nothing herein contained shall be deemed to relieve or deprive the Board of its
responsibility for and control of the conduct of the affairs of the Trust and
the Fund.
(b) UBS Global AM will provide the Trust and the Fund with such
corporate, administrative and clerical personnel (including officers of the
Trust) and services as are reasonably deemed necessary or advisable by the
Board, including the maintenance of certain books and records of the Trust and
the Fund.
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(c) UBS Global AM will arrange for the periodic preparation, updating,
filing and dissemination (as applicable) of the Trust's Registration Statement,
proxy material, tax returns and required reports to the Fund's shareholders and
the Securities and Exchange Commission and other appropriate federal or state
regulatory authorities.
(d) UBS Global AM will provide the Trust and the Fund with, or obtain
for it, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and similar
items.
(e) UBS Global AM will provide the Board on a regular basis with
economic and investment analyses and reports and make available to the Board
upon request any economic, statistical and investment services normally
available to institutional or other customers of UBS Global AM.
4. Further Duties. In all matters relating to the performance of this
Contract, UBS Global AM will act in conformity with the Trust Instrument,
By-Laws and Registration Statement of the Trust and with the instructions and
directions of the Board and will comply with the requirements of the 1940 Act,
the rules thereunder, and all other applicable federal and state laws and
regulations.
5. Delegation of UBS Global AM's Duties as Investment Adviser and
Administrator. UBS Global AM may enter into one or more contracts ("Sub-Advisory
or Sub-Administration Contract") with a sub-adviser or sub-administrator in
which UBS Global AM delegates to such sub-adviser or sub-administrator any or
all its duties specified in Paragraphs 2 and 3 of this Contract, provided that
each Sub-Advisory or Sub-Administration Contract imposes on the sub-adviser or
sub-administrator bound thereby all applicable duties and conditions to which
UBS Global AM is subject by Paragraphs 2, 3 and 4 of this Contract, and further
provided that each Sub-Advisory or Sub-Administration Contract meets all
requirements of the 1940 Act and rules thereunder.
6. Services Not Exclusive. The services furnished by UBS Global AM
hereunder are not to be deemed exclusive and UBS Global AM shall be free to
furnish similar services to others so long as its services under this Contract
are not impaired thereby. Nothing in this Contract shall limit or restrict the
right of any director, officer or employee of UBS Global AM, who may also be a
Trustee, officer or employee of the Trust, to engage in any other business or to
devote his or her time and attention in part to the management or other aspects
of any other business, whether of a similar nature or a dissimilar nature.
7. Expenses.
(a) UBS Global AM will bear all expenses incurred in the operation of
the Fund, including the Fund's allocable share of the expenses of the Trust,
other than (i) the investment advisory and administration fee payable under this
Contract, (ii) the fees
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payable pursuant to any Shareholder Service Plan adopted by the Trust with
respect to the Fund or a class of shares of the Fund, (iii) fees and expenses of
the Independent Trustees (defined in paragraph 10(a) below), including counsel
fees of the Independent Trustees, (iv) interest, taxes and the cost (including
brokerage commissions and other transaction costs, if any) of securities
purchased or sold by the Fund and any losses incurred in connection therewith
and (v) extraordinary expenses (such as costs of litigation to which the Trust
or the Fund is a party and of indemnifying officers and Trustees of the Trust),
which will be borne by the Trust or the Fund, as applicable.
(b) The expenses to be borne by UBS Global AM include the following (or
the Fund's proportionate share of the following): (i) expenses of organizing the
Trust and the Fund; (ii) filing fees and expenses relating to the registration
and qualification of the Fund's shares and the Trust under federal and/or state
securities laws and maintaining such registration and qualifications; (iii) fees
and salaries payable to the Trust's Trustees and officers (except as otherwise
provided herein); (iv) all expenses incurred in connection with the services of
Trustees other than the Independent Trustees, including travel expenses; (v)
costs of any liability, uncollectible items of deposit and other insurance and
fidelity bonds; (vi) legal, accounting and auditing expenses, other than the
legal fees of special counsel for the Independent Trustees; (vii) charges of
custodians, transfer agents and other agents (including any lending agent);
(viii) costs of preparing share certificates; (ix) expenses of setting in type
and printing prospectuses and supplements thereto, statements of additional
information and supplements thereto, reports and proxy materials for existing
shareholders; (x) costs of mailing prospectuses and supplements thereto,
statements of additional information and supplements thereto, reports and proxy
materials to existing shareholders; (xi) fees, voluntary assessments and other
expenses incurred in connection with membership in investment company
organizations; (xii) the cost of mailing and tabulating proxies and costs of
meetings of shareholders, the Board and any committees thereof; (xii) the cost
of investment company literature and other publications provided by the Trust to
its Trustees and officers; (xiii) costs of mailing, stationery and
communications equipment; (xiv) expenses incident to any dividend, withdrawal or
redemption options; (xv) charges and expenses of any outside pricing service
used to value portfolio securities; and (xvi) interest on borrowings of the
Fund.
(c) The payment or assumption by UBS Global AM of any expenses of the
Trust or the Fund that UBS Global AM is not required by this Contract to pay or
assume shall not obligate UBS Global AM to pay or assume the same or any similar
expense of the Trust or the Fund on any subsequent occasion.
8. Compensation.
(a) For the services provided and the expenses assumed pursuant to this
Contract, with respect to the Fund, the Trust will pay to UBS Global AM a fee,
computed daily and paid monthly, at an annual rate of 0.18% of such Fund's
average daily net assets less the Fund's allocable share of the accrued fees and
expenses of the Independent Trustees (including counsel fees of the Independent
Trustees).
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(b) The fee shall be computed daily and paid monthly to UBS Global AM
on or before the first business day of the next succeeding calendar month.
(c) If this Contract becomes effective or terminates before the end of
any month, the fee for the period from the effective day to the end of the month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
9. Limitation of Liability of UBS Global AM. UBS Global AM and its
delegates, including any Sub-Adviser or Sub-Administrator to the Fund or the
Trust, shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund, the Trust or any of its shareholders, in
connection with the matters to which this Contract relates, except to the extent
that such a loss results from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Contract. Any person, even though also an
officer, director, employee, or agent of UBS Global AM, who may be or become an
officer, Trustee, employee or agent of the Trust shall be deemed, when rendering
services to the Fund or the Trust or acting with respect to any business of the
Fund or the Trust, to be rendering such service to or acting solely for the Fund
or the Trust and not as an officer, director, employee, or agent or one under
the control or direction of UBS Global AM even though paid by it.
10. Duration and Termination.
(a) This Contract shall become effective upon the date hereabove
written provided that this Contract shall not take effect unless it has first
been approved (i) by a vote of a majority of those Trustees of the Trust who are
not parties to this Contract or interested persons of any such party
("Independent Trustees") cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Fund's
outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, this Contract shall continue automatically for successive periods of
twelve months each, provided that such continuance is specifically approved at
least annually (i) by a vote of a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by the Board or by vote of a majority of the outstanding voting securities of
the Fund.
(c) Notwithstanding the foregoing, with respect to the Fund this
Contract may be terminated at any time, without the payment of any penalty, by
vote of the Board or by a vote of a majority of the outstanding voting
securities of the Fund on sixty days' written notice to UBS Global AM or
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by UBS Global AM at any time, without the payment of any penalty, on sixty days'
written notice to the Trust. This Contract will automatically terminate in the
event of its assignment.
11. Limitation of Liability of the Trustees, Officers and Shareholders
of the Trust. The Trustees and officers of the Trust and the shareholders of any
series thereof, including the Fund, shall not be liable for any obligations of
any series or the Trust under this Contract, and UBS Global AM agrees that, in
asserting any rights or claims under this Contract, it shall look only to the
assets and property of the Trust in settlement of such right or claim, and not
to such Trustees, officers or shareholders.
12. Amendment of this Contract. No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment of this Contract
shall be effective until approved by vote of a majority of the Fund's
outstanding voting securities.
13. Governing Law. This Contract shall be construed in accordance with
the laws of the State of Delaware, without giving effect to the conflicts of
laws principles thereof, and in accordance with the 1940 Act. To the extent that
the applicable laws of the State of Delaware conflict with the applicable
provisions of the 1940 Act, the latter shall control.
14. Miscellaneous. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "majority of the outstanding voting securities", "affiliated person",
"interested person", "assignment", "broker", "investment adviser", "national
securities exchange", "net assets", "prospectus", "sale", "sell" and "security"
shall have the same meaning as such terms have in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission. Where the effect of a requirement of the
1940 Act reflected in any provision of this Contract is relaxed by a rule,
regulation, order or other action of the Securities and Exchange Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation, order or other action.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers and delivered as of the day and year first above
written.
UBS GLOBAL ASSET MANAGEMENT (US) INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Director Title: Executive Director
UBS MONEY SERIES
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxx
Title: Vice President and Secretary Title: Vice President and
Assistant Treasurer
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